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Exhibit 10.22.2 1. Contract Number
    
    Page of PagesAMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
    
    POHC-2002-D-0003
    
    
    1
    
    
    
    3
 2.
    
    Amendment/Modification Number
    
    3. Effective Date
    
    4. Requisition/Purchase Request No.
    
    
    5.
    
   Project No. (If applicable)M0013
    
    See Block 16C Below
    
    * SEE BLOCK 12 BELOW
 6.
    
    Issued By
    Code
    
    7.
    Administered By (If other than line 6)Office of Contracting and Procurement
    
    
    
    
    
    
    
    Department of Health, Office of Managed CareDepartment of Health Bureau
    
    
    
    
    
    
    
    Medical Assistance Administration441 4th Street, NW., Suite 700 SouthWashington, DC 20001
    
    
    
    
    
    
    
    825 North Capitol Street, N.E.Attention: Ms. Maude HoltTelephone: (202) 442-9074
 8.
    

Name and Address of Contractor
(No. Street, city, country, state and
ZIP Code)
    
    
    (X)
    9A. Amendment of Solicitation No.AMERIGROUP DISTRICT OF COLUMBIA750 1 ST STREET, N.E, SUITE 1120
    
    
    
    9B. Dated (See Item 11)WASHINGTON, DC 20004ATTN: MS. JANE THOMPSONTELEPHONE NO.: (202) 218-4900
    
    
    
    10A. Modification of Contract/Order No.POHC-2002-D-000310B. Dated (See Item 13)Code
    Facility
    
    x
    AUGUST 1, 2002
 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS  The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers o is
extended. o is not
extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by
one of the
following methods: (a) By completing items 8 and 15, and returning  copies of the amendment:
(b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the
solicitation and
amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS
PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change
an offer already submitted, such change may be made by letter or telegram, provided each letter or telegram makes reference to
the
solicitation and this amendment, and is received prior to the opening hour and date specified.12.
    
    Accounting and Appropriation Data (If Required)*   CFO CERTIFICATION LETTER DATED JUNE 26, 2003 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14 (X)
    
    A. This change order is issued pursuant to: (Specify Authority)
The changes set forth in Item 14 are made in the contract/order no. in item 10A.X
    
    B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office,
appropriation
date, etc.) set forth in item 14, pursuant to the authority of 27 dCMR, Chapter 36, Section 3601.2.C- This supplemental agreement is entered into pursuant to authority of:DISTRICT OF COLUMBIA MUNICIPAL REGULATIONS 3601.2 (c) Bilateral Contract Modification and agreement between the partiesD. Other (Specify type of modification and authority)
 E. IMPORTANT:Contractor x is not, o is required to sign this document and return  copies to the issuing office.  14.
    
    Description of amendment/modification (Organized by USC Section headings, including solicitation/contract subject matter where
feasible.)THE CONTRACT REFERENCED IN BLOCK 10A ABOVE IS MODIFIED AS FOLLOWS:  1.
    
    Delete sub-section D. The time period or service limits of a service has been met from Section C.14.3.4.5 as listed on page 2 of this modification.
  2.
    
    Add new definition into Section C.1.3 as listed on page 3 of this modification. ALL OTHER CONTRACT TERMS AND CONDITIONS REMAIN UNCHANGED Except as provided herin, all terms and conditions of the document referenced in Item (9A or 10A as heretofore changed, remains
unchanged and in full force and effect 15A. Name and Title of Signer (Type or print)
    
    16A. Name of Contracting OfficerLorenzo Brown
 15B. Name of Contractor
    
    15C. Date Signed
    
    16B. District of Columbia
    
    16C. Date Signed5/17/04(Signature of person authorized in sign)
    
    
    
    (Signature of Contracting Officer)
 ***Government of the District of Columbia
    
    Office o Contr. ting & Procurement
    
    DC OCP 202 (7-99)




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C.143.2.9
    
    The circumstances under which benefits shall continue pending
resolution of the grievance or issuance of a District Fair Hearing
decision, as defined in C.14.3.4.4.ADDC.14.3.4.5
    
    While the Enrollees. appeal ispending, the Enrollees
benefits shall continue until one of the following occurs:
 A.
    
    The Enrollee withdraws the appeal;B.
    
    Ten days pass after the MCO
or PIHP mails the notice, providing the resolution
of the appealagainst the enrollee, unless the
enrollee, within the 10-day timeframe, has
requested a District Fair Hearing with continuation
of benefits until the District Fair Hearing
decision is reached.C.
    
    The District Office of Fair
Hearing issues a hearing decision adverse to the
Enrollee; orD.
    
    Deleted
 C.14.3.4.6
    
    The Contractor is prohibited from recovering payment for
continuation of benefits furnished during a pending appeal, if the final
resolution of the appeal is adverse to the Enrollee.C.14.3.4.7
    
    In accordance with 42 CFR 438.424, if the Contractor or
District Office of Fair Hearing reverses a decision to deny, limit, or delay
services that Were not furnished while the appeal was pending, the Contractor
must authorize or provide the disputed services within two (2) working days,
and as expeditiously as the Enrollees health condition requires. In
addition, if the MCO, PIHP or District Office of Fair Hearing reverses a
decision to deny authorization of services, and the Enrollee received the
disputed services while the appeal was pending, the MCO or PIHP must pay for
those services, in accordance with District policy and regulations.ADD
 Add the following after the first paragraph in Section C.14.4.1 PAGE 2 of 3




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C.1.3. Definitions High Risk Newborn: The term high- risk newborn can be applied to any newborn that experiences a
complicated prenatal course that is at an increased risk for perinatal
morbidity or mortality. Conditions affecting the high- risk newborn include
severe pre maturity (gestational age from 24 weeks to 32 weeks), congenital
abnormalities, genetic syndromes, malignancies, acute and chronic infections,
prolonged NICU stayand developmental delays regardless of etiology. Maternal conditions associated with high risk newborns include but not limited
to medical or obstetrical complications, inadequate or no prenatal care,
maternal age less than 18 years, mental illness, substance abuse, poor
infant-maternal bonding, homelessness, poor parenting skills and a previous
history of involvement with
Child and Family Services. Page 3 of 3